Exhibit 10.27


 


Puyi Inc.


 


2018 Share Incentive
Plan


 


ARTICLE 1


 


PURPOSE


 


The
purpose of the Plan is to promote the success and enhance the value of Puyi Inc., an exempted company formed under the laws of
the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants
to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to
generate superior returns to the Company’s shareholders.


 


ARTICLE 2


 


DEFINITIONS
AND CONSTRUCTION


 


Wherever
the following terms are used in the Plan, they shall have the meanings specified below. The singular pronoun shall include the
plural where the context so indicates.


 


2.1
“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions
of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable
stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.


 


2.2
“Award” means an Option, Restricted Share, Restricted Share Units or Other Share Award granted to a Participant
pursuant to the Plan.


 


2.3
“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award,
including through electronic medium.


 


2.4
“Board” means the Board of Directors of the Company.


 



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2.5
“Cause” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement,
or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for
cause” termination has on the Participant’s Awards) a termination of employment or service based upon a finding by
the Service Recipient, acting in good faith and based on its reasonable belief at the time, that the Participant:


 


(a)
has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or assigned duties
or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;


 


(b)
has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
disclosure or use of inside information, customer lists, trade secrets or other confidential information;


 


(c)
has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Service
Recipient, or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations
or similar offenses);


 


(d)
has materially breached any of the provisions of any agreement with the Service Recipient;


 


(e)
has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets
of, the Service Recipient; or


 


(f)
has improperly induced a vendor or customer to break or terminate any contract with the Service Recipient or induced a principal
for whom the Service Recipient acts as agent to terminate such agency relationship.


 


A
termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee)
on the date on which the Service Recipient first delivers written notice to the Participant of a finding of termination for Cause.


 


2.6
“Code” means the Internal Revenue Code of 1986 of the United States, as amended.


 


2.7
“Committee” means a committee of the Board described in Article 11.


 


2.8
“Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services
to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale
of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to
render such services.


 



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2.9
“Corporate Transaction”, unless otherwise defined in an Award Agreement, means any of the following transactions,
provided, however, that the Committee shall determine under (d) and (e) whether multiple transactions are related for
purposes of determining whether a series of transactions has occurred, and its determination shall be final, binding and conclusive:


 


(a)
an amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity,
except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following
which the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of
the voting securities of the surviving entity;


 


(b)
the sale, transfer or other disposition of all or substantially all of the assets of the Company;


 


(c)
the complete liquidation or dissolution of the Company;


 


(d)
any reverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender
offer followed by a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities
outstanding immediately prior to such takeover are converted or exchanged by virtue of the takeover into other property, whether
in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those
who held such securities immediately prior to such takeover or the initial transaction culminating in such takeover, but excluding
any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction; or


 


(e)
acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or
by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities
but excluding any such transaction or series of related transactions that the Committee determines shall not be a Corporate Transaction.


 


2.10
“Director” means a member of the Board or a member of the board of directors of any Subsidiary of the Company.


 


2.11
“Disability”, unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive
long-term disability payments under the Service Recipient’s long-term disability insurance program, as it may be amended
from time to time, to which the Participant provides services regardless of whether the Participant is covered by such policy.
If the Service Recipient to which the Participant provides service does not have a long-term disability plan in place, “Disability”
means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason
of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant
will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy
the Committee in its discretion.


 


2.12
“Effective Date” shall have the meaning set forth in Section 12.1.


 


2.13
“Employee” means any person, including an officer or a Director, who is in the employment of a Service Recipient,
subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of
performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “employment”
by the Service Recipient.


 



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2.14
“Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended.


 


2.15
“Fair Market Value” means, as of any date, the value of Shares determined as follows:


 


(a)
If the Shares are listed on one or more established stock exchanges or national market systems, including without limitation, the
New York Stock Exchange or the NASDAQ Stock Market, its Fair Market Value shall be the closing sales price for such shares (or
the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined
by the Committee) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable,
on the last trading date such closing sales price or closing bid was reported), as reported on the website maintained by such exchange
or market system or such other source as the Committee deems reliable; or


 


(b)
In the absence of an established market for the Shares of the type described in (a) above, the Fair Market Value thereof shall
be determined by the Committee in good faith and in its discretion by reference to (i) the placing price of the latest private
placement of the Shares and the development of the Company’s business operations and the general economic and market conditions
since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company’s
business operation and the general economic and market conditions since such transaction, (iii) an independent valuation of
the Shares, or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value
and in compliance with Section 409A of the Code.


 


2.16
“Group Entity” means any of the Company and Subsidiaries.


 


2.17
“Incentive Share Option” means an Option that meets the requirements of Section 422 of the Code or any
successor provision thereto, and which is intended by the Committee to constitute an Incentive Share Option.


 


2.18
“Independent Director” means a Director of the Company who is a Non-Employee Director and, if the Shares
or other securities representing the Shares are listed on one or more stock exchange, a Director of the Company who meets the independence
standards under the applicable corporate governance rules of the stock exchange(s).


 


2.19
“Non-Employee Director” means a member of the Board who qualifies as a “Non-Employee Director” as
defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.


 


2.20
“Non-Qualified Share Option” means an Option that is not an Incentive Share Option.


 


2.21
“Option” means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified
number of Shares at a specified price during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified
Share Option.


 



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2.22 “Other
Share Award” means an Award granted pursuant to Article 8.


 


2.23
“Participant” means a person who, as a Director, Consultant or Employee, has been granted an Award pursuant
to the Plan.


 


2.24
“Parent” means a parent corporation under Section 424(e) of the Code.


 


2.25
“Plan” means this Puyi Inc. 2018 Share Incentive Plan, as amended and/or restated from time to time.


 


2.26
“Restricted Share” means a Share awarded to a Participant pursuant to Article 6 that is subject to certain
restrictions and may be subject to risk of forfeiture.


 


2.27
“Restricted Share Unit” means the right granted to a Participant pursuant to Article 7 to receive a Share
(or, to the extent set forth in the Award Agreement, cash) at a future date.


 


2.28
“Securities Act” means the Securities Act of 1933 of the United States, as amended.


 


2.29
“Service Recipient” means the Company or Subsidiary to which a Participant provides services as an Employee,
a Consultant or a Director.


 


2.30
“Share” means the ordinary shares of the Company, par value US$0.001 per share, and such other securities of
the Company that may be substituted for Shares pursuant to Article 10.


 


2.31
“Subsidiary” means any corporation or other entity of which a majority of the outstanding voting shares or voting
power is beneficially owned directly or indirectly by the Company.


 


2.32
“Trading Date” means the closing of the first sale to the general public of the Shares pursuant to a registration
statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.


 



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ARTICLE 3


 


SHARES SUBJECT
TO THE PLAN


 


3.1
Number of Shares.


 


(a)
Subject to the provisions of Article 10 and Section 3.1(b), the maximum aggregate number of Shares which may be issued
pursuant to all Awards (including Incentive Share Options) shall be 16,806,720 Shares.


 


(b)
To the extent that an Award (i) terminates, expires, is forfeited or lapses for any reason or (ii) is settled in cash, any Shares
subject to the Award shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted by Applicable
Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form or combination
by a Group Entity shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant
or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding
thereon, may again be optioned, granted or awarded hereunder. If any Restricted Shares are repurchased by the Company, such
Shares may again be optioned, granted or awarded hereunder. Notwithstanding the provisions of this Section 3.1(b), no Shares
may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an incentive
share option under Section 422 of the Code.


 


3.2
Shares Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued
Shares, treasury Shares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, at the discretion of
the Committee, any Shares distributed pursuant to an Award may be represented by American Depository Shares. If the number of Shares
represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3.1 shall be proportionately
adjusted to reflect the distribution of American Depository Shares in lieu of Shares in such a manner as to not permit the granting
of American Depository Shares, on an adjusted basis, in excess of the limitations set forth in Section 3.1.


 


ARTICLE 4


 


ELIGIBILITY
AND PARTICIPATION


 


4.1
Eligibility. Persons eligible to participate in this Plan include Employees, Consultants, and Directors, as determined by
the Committee.


 


4.2
Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible
individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No individual shall
have any right to be granted an Award pursuant to this Plan.


 



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ARTICLE 5


 


OPTIONS


 


5.1
General. The Committee is authorized to grant Options to Participants on the following terms and conditions:


 


(a)
Exercise Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in
the Award Agreement which may be a fixed price or a variable price related to the Fair Market Value of the Shares; provided, however,
for any Participant subject to U.S. tax laws, the exercise price of an Option shall be equal to the Fair Market Value on the date
of grant. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Committee,
the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by
Applicable Laws or any exchange rule, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence
shall be effective without the approval of the Company’s shareholders or the approval of the affected Participants.


 


(b)
Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in
whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed
ten years, except as provided in Section 13.1. The Committee shall also determine any conditions, if any, that must be satisfied
before all or part of an Option may be exercised.


 


(c)
Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment,
including, without limitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the
Applicable Laws, cash or check in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved
by the Committee, (iv) Shares held for such period of time as may be required by the Committee in order to avoid adverse financial
accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option
or exercised portion thereof, (v) after the Trading Date, the delivery of a notice that the Participant has placed a market
sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed
to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company upon settlement of such sale, (vi) other property acceptable to
the Committee with a Fair Market Value equal to the exercise price, or (vii) any combination of the foregoing. Notwithstanding
any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of
an Option in any method which would violate Section 13(k) of the Exchange Act.


 


(d)
Effects of Termination of Employment or Service on Options. Unless otherwise provided in the Award Agreement, termination
of employment or service shall have the following effects on Options granted to the Participants:


 


(i)
Dismissal for Cause. If a Participant’s employment by or service to the Service Recipient is terminated by the Service
Recipient for Cause, the Participant’s Options will terminate upon such termination, whether or not the Option is then vested
and/or exercisable;


 


(ii)
Death or Disability. If a Participant’s employment by or service to the Service Recipient terminates as a result of
the Participant’s death or Disability:


 


		(a)	the Participant (or his or her legal representative
or beneficiary, in the case of the Participant’s Disability or death, respectively), will have until the date that is 12
months after the Participant’s termination of employment to exercise the Participant’s Options (or portion thereof)
to the extent that such Options were vested and exercisable on the date of the Participant’s termination of employment on
account of death or Disability;



 



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		(b)	the Options, to the extent not vested and exercisable
on the date of the Participant’s termination of employment or service, shall terminate upon the Participant’s termination
of employment or service on account of death or Disability; and



 


		(c)	the Options, to the extent exercisable for the 12-month
period following the Participant’s termination of employment or service and not exercised during such period, shall terminate
at the close of business on the last day of the 12-month period.



 


(iii)
Other Terminations of Employment or Service. If a Participant’s employment by or service to the Service Recipient
terminates for any reason other than a termination by the Service Recipient for Cause or because of the Participant’s death
or Disability:


 


		(a)	the Participant will have until the date that is 90
days after the Participant’s termination of employment or service to exercise his or her Options (or portion thereof) to
the extent that such Options were vested and exercisable on the date of the Participant’s termination of employment or service;



 


		(b)	the Options, to the extent not vested and exercisable
on the date of the Participant’s termination of employment or service, shall terminate upon the Participant’s termination
of employment or service; and



 


		(c)	the Options, to the extent exercisable for the 90-day
period following the Participant’s termination of employment or service and not exercised during such period, shall terminate
at the close of business on the last day of the 90-day period.



 


5.2
Incentive Share Options. Incentive Share Options may be granted to Employees of the Company or a Subsidiary. Incentive Share
Options may not be granted to Independent Directors or Consultants. The terms of any Incentive Share Options granted pursuant to
the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2:


 


(a)
Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares
with respect to which Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed $100,000
or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive
Share Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified
Share Options.


 



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(b)
Exercise Price. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant.
However, the exercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing
more than ten percent of the total combined voting power of all classes of shares of the Company or any Parent or Subsidiary (a
“Ten Percent Holder”) may not be less than 110% of Fair Market Value on the date of grant and such Option may not be
exercisable for more than five years from the date of grant.


 


(c)
Transfer Restriction. The Participant shall give the Company prompt notice of any disposition of Shares acquired by exercise
of an Incentive Share Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year
after the transfer of such Shares to the Participant.


 


(d)Term.
The period during which an Incentive Share Option may be exercised shall be determined by the Committee; provided, however, that
no Incentive Share Option shall be exercised later than ten years after its date of grant; provided further, that if an Incentive
Share Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date
of grant.


 


(e)Expiration
of Incentive Share Options. No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary
of the earlier of (i) Board approval of the Plan and (ii) shareholder approval of the Plan.


 


(e)
Right to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.


 


ARTICLE 6


 


RESTRICTED SHARES


 


6.1
Grant of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares to Participants
as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of
Restricted Shares to be granted to each Participant.


 


6.2
Restricted Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify
the period of restriction, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its
sole discretion, shall determine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as
escrow agent until the restrictions on such Restricted Shares have lapsed.


 


6.3
Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions
as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Shares or the right to
receive dividends on the Restricted Shares). These restrictions may lapse separately or in combination at such times, pursuant
to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or
thereafter.


 



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6.4
Forfeiture/Repurchase. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter,
upon termination of employment or service during the applicable restriction period, Restricted Shares that are at that time subject
to restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, the Committee may
(a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions relating to
Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in
other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.


 


6.5
Certificates for Restricted Shares. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the
Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, certificates
must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and
the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions
lapse.


 


6.6
Removal of Restrictions. Except as otherwise provided in this Article 6, Restricted Shares granted under the Plan shall
be released from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion,
may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant
shall be entitled to have any legend or legends under Section 6.5 removed from his or her Share certificate, and the Shares
shall be freely transferable by the Participant, subject to applicable legal restrictions. The Committee (in its discretion) may
establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize
administrative burdens on the Company.


 


ARTICLE 7


 


7.1
Grant of Restricted Share Units. The Committee, at any time and from time to time, may grant Restricted Share Units to Participants
as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of
Restricted Share Units to be granted to each Participant.


 


7.2
Restricted Share Units Award Agreement. Each Award of Restricted Share Units shall be evidenced by an Award Agreement that
shall specify any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the
Committee, in its sole discretion, shall determine.


 


7.3
Form and Timing of Payment of Restricted Share Units. At the time of grant, the Committee shall specify the date or
dates on which the Restricted Share Units shall become fully vested and non-forfeitable. Upon vesting, the Committee, in its sole
discretion, may pay Restricted Share Units in the form of cash, Shares or a combination thereof, in each case, as specified in
the Award Agreement.


 


7.4
Forfeiture. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination
of employment or service during the applicable restriction period, Restricted Share Units that are at that time unvested shall
be forfeited in accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted
Share Unit Award Agreement that restrictions or forfeiture conditions relating to Restricted Share Units will be waived in whole
or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Share Units.


 



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ARTICLE 8


 


OTHER SHARE
AWARDS


 


8.1 Grant of Other
Share Awards. Subject to the limitations set forth in the Plan, the Committee is authorized to grant other awards that may
be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, including
without limitation Shares granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred share units,
share purchase rights and Shares issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement,
subject to such terms as shall be determined by the Committee. The Committee shall determine the terms and conditions of such
awards, which may include the right to elective deferral thereof, subject to such terms and conditions as the Committee may specify
in its discretion. Any dividends or dividend equivalents with respect to Awards granted under this Plan that are subject
to vesting conditions shall be subject to the same vesting conditions as the underlying awards.


 


8.2
Other Share Awards Award Agreement. Each Other Share Award shall be evidenced by an Award Agreement that shall specify any
vesting conditions, the number of Shares subject to such Award, and such other terms and conditions as the Committee, in its sole
discretion, shall determine.


 


8.3
Form and Timing of Payment of Other Share Awards. At the time of grant, the Committee shall specify the date or dates
on which the Other Share Award shall become fully vested and non-forfeitable. Upon vesting, the Committee, in its sole discretion,
may pay Other Share Awards in the form of cash, Shares or a combination thereof, in each case, as specified in the Award Agreement.


 


7.4
Forfeiture. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination
of employment or service during the applicable restriction period, Other Share Awards that are at that time unvested shall be forfeited
in accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Award Agreement
that restrictions or forfeiture conditions relating to the Award will be waived in whole or in part in the event of terminations
resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture conditions relating
to the Award.


 



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ARTICLE 9


 


PROVISIONS APPLICABLE
TO AWARDS


 


9.1
Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations
for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment
or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind
an Award.


 


9.2
No Transferability; Limited Exception to Transfer Restrictions.


 


9.2.1
Limits on Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 9.2, by Applicable Law and
by the Award Agreement, as the same may be amended:


 


(a)
all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge;


 


(b)
Awards will be exercised only by the Participant; and


 


(c)
amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of
Shares, registered in the name of, the Participant.


 


In
addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.


 


9.2.2
Further Exceptions to Limits on Transfer. Subject to Applicable Law and the Award Agreement, the exercise and transfer restrictions
in Section 9.2.1 will not apply to:


 


(a)
transfers to the Company or a Subsidiary;


 


(b)
transfers by gift to “immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the
Exchange Act;


 


(c)
the designation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises
by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of
descent and distribution; or


 


(d)
if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s
duly authorized legal representative; or


 


(e)
subject to the prior approval of the Committee or an executive officer or director of the Company authorized by the Committee,
transfer to one or more natural persons who are the Participant’s family members or entities owned and controlled by the
Participant and/or the Participant’s family members, including but not limited to trusts or other entities whose beneficiaries
or beneficial owners are the Participant and/or the Participant’s family members, or to such other persons or entities as
may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee or may establish. Any permitted
transfer shall be subject to the condition that the Committee receives evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes and on a basis consistent with the Company’s lawful issue of securities.


 



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Notwithstanding
anything else in this Section 9.2.2 to the contrary, but subject to compliance with all Applicable Laws, Incentive
Share Options, Restricted Shares and Restricted Share Units will be subject to any and all transfer restrictions under the
Code applicable to such Awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause
(b) above but subject to compliance with all Applicable Laws, any contemplated transfer by gift to “immediate
family” as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by
the Committee in order for it to be effective.


 


9.3
Beneficiaries. Notwithstanding Section 9.2, a Participant may, in the manner determined by the Committee, designate
a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s
death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject
to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and
Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the
Participant is married and resides in a community property state, a designation of a person other than the Participant’s
spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective
without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant,
payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution.
Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change
or revocation is filed with the Committee.


 


9.4
Performance Objectives and Other Terms. The Committee, in its discretion, shall set performance objectives or other vesting
criteria which, depending on the extent to which they are met, will determine the number or value of the Awards that will be granted
or paid out to the Participants.


 



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ARTICLE 10


 


CHANGES IN CAPITAL
STRUCTURE


 


10.1
Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or
consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders,
or any other change affecting the shares of Shares or the share price of a Share, the Committee shall make such proportionate adjustments,
if any, as the Committee in its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number
and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1);
(b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets
or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan.



 


10.2
Corporate Transactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered
into by and between the Company and a Participant, upon the occurrence, of a Corporate Transaction, the Committee may, in its sole
discretion, provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall
give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee shall determine,
or (ii) the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise
of such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would
have been attained upon the exercise of such Award, then such Award may be terminated by the Company without payment), or (iii) the
replacement of such Award with other rights or property selected by the Committee in its sole discretion or the assumption of or
substitution of such Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments
as to the number and kind of Shares and prices, or (iv) payment of such Award in cash based on the value of Shares on the
date of the Corporate Transaction.


 


10.3
Outstanding Awards — Other Changes. In the event of any other change in the capitalization of the Company or corporate
change other than those specifically referred to in this Article 10, the Committee may, in its absolute discretion, make such
adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the
per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of
rights, subject to Applicable Laws.


 


10.4
No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision
or consolidation of Shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class
or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided
in the Plan or pursuant to action of the Committee under the Plan, and no issuance by the Company of shares of any class, or securities
convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
of Shares subject to an Award or the grant or exercise price of any Award.


 



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ARTICLE 11


 


ADMINISTRATION


 


11.1
Committee. The Plan shall be administered by the Board or a committee of one or more members of the Board (the “Committee”)
to whom the Board shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members, Independent
Directors and executive officers of the Company. Reference to the Committee shall refer to the Board in absence of the Committee.


 


11.2
Action by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present
at any meeting at which a quorum is present, and acts approved unanimously in writing by all members of the Committee in lieu of
a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon
any report or other information furnished to that member by any officer or other employee of a Group Entity, the Company’s
independent certified public accountants, or any executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.



 


11.3
Authority of the Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority
and discretion to:


 


(a)
designate Participants to receive Awards;


 


(b)
determine the type or types of Awards to be granted to each Participant;


 


(c)
determine the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(d)
determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions
or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition
and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;


 


(e)
determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award
may be paid in, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(f)
prescribe the form of each Award Agreement, which need not be identical for each Participant;


 


(g)
decide all other matters that must be determined in connection with an Award;


 


(h)
establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i)
interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;


 


(j)
amend terms and conditions of Award Agreements; and


 


(k)
make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable
to administer the Plan, including design and adopt from time to time new types of Awards that are in compliance with Applicable
Laws.


 


11.4
Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award
Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on
all parties.


 



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ARTICLE 12


 


EFFECTIVE AND
EXPIRATION DATE


 


12.1
Effective Date. The Plan shall become effective as of the date immediately prior to the completion of the initial public
offering of the Company (the “Effective Date”).


 


12.2
Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary
of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according
to the terms of the Plan and the applicable Award Agreement.


 


ARTICLE 13


 


AMENDMENT, MODIFICATION,
AND TERMINATION


 


13.1
Amendment, Modification, and Termination. At any time and from time to time, the Board may terminate, amend or modify the
Plan; provided, however, that (a) to the extent necessary to comply with Applicable Laws or stock exchange rules, the Company
shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) shareholder
approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other
than any adjustment as provided by Article 10), or (ii) permits the Committee to extend the term of the Plan or the exercise
period for an Option beyond ten years from the date of grant; provided, however, shareholder approval shall not be required if
the Company follows home country practices and the failure to receive shareholder approval would not violate Applicable Laws or
the stock exchange rules.


 


13.2
Awards Previously Granted. Except with respect to amendments made pursuant to Section 13.1, no termination, amendment,
or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without
the prior written consent of the Participant.


 


ARTICLE 14


 


GENERAL PROVISIONS


 


14.1
No Rights to Awards. No Participant, Employee, or other person shall have any claim to be granted any Award pursuant to
the Plan, and neither the Company nor the Committee is obligated to treat Participants, Employees, and other persons uniformly.


 


14.2
No Shareholders Rights. No Award gives the Participant any of the rights of a shareholder of the Company unless and until
Shares are in fact issued to such person in connection with such Award.


 



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14.3
Taxes. No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable
to the Committee for the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company
or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted
by Applicable Laws to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan.
The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant, subject to Applicable
Laws, to elect to pay the applicable taxes by (i) having the Company withhold Shares otherwise issuable under an Award (or allow
the return of Shares) having a Fair Market Value equal to the sums required to be withheld or (ii) after the Trading Date, the
delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon
the exercise, vesting or settlement of the Award, and that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the taxes; provided that payment of such proceeds is then made to the Company
upon settlement of such sale. Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with
respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award
after such Shares were acquired by the Participant from the Company) in order to satisfy any income and payroll tax liabilities
applicable to the Participant with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically
approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase
equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for the applicable income and
payroll tax purposes that are applicable to such supplemental taxable income.


 


14.4
No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way
the right of the Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any
Participant any right to continue in the employment or services of any Service Recipient.


 


14.5
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give the Participant any rights that are greater than those of a general creditor of the relevant Group Entity.


 


14.6
Indemnification. To the extent allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall
be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from
any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided
he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Memorandum of Association and Articles of Association, as
a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


14.7
Expenses. The expenses of administering the Plan shall be borne by the Group Entities.


 



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14.8
Fractional Shares. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash
shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.


 


14.9
Government and Other Regulations. The obligation of the Company to make payment of awards in Shares or otherwise shall be
subject to all Applicable Laws, and to such approvals by government agencies as may be required. The Company shall be under no
obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable
jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the
Securities Act or other Applicable Laws, the Company may restrict the transfer of such Shares in such manner as it deems advisable
to ensure the availability of any such exemption.


 


14.10
Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the Cayman
Islands.


 


14.11
Section 409A. To the extent that the Committee determines that any Award granted under the Plan is or may become subject
to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required
by Section 409A of the Code. To the extent applicable, the Plan and the Award Agreements shall be interpreted in accordance
with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder,
including without limitation any such regulation or other guidance that may be issued after the Effective Date. Notwithstanding
any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award
may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury
guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award
agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A
of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with
the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.


 


14.12
Awards Subject to Clawback. The Awards and any cash payment or Shares delivered pursuant to such an Award are subject to
forfeiture, recovery by the Company or other action pursuant to the applicable Award Agreement or any clawback or recoupment policy
which the Company may adopt from time to time, including without limitation any such policy which the Company may be required
to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder,
or as otherwise required by Applicable Law


 



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